Moviefone Says: With so many sequels flooding the theaters, 'Puss in Boots' sounded like a set up for disappointment, but leave it to Antonio Banderas and his pitch–purrfect voice to make this 'Shrek' spinoff a worthy successor to the Dreamworks franchise. In this prequel to Puss in Boots meeting up with the lovable green ogre, we get to see exactly why the fierce feline is such a dashing warrior cat. He grew up in an orphanage with his best friend Humpty Dumpty (Galifianakis) and once saved the town in an act of courage so great that it earned him those signature leather boots. Eventually Puss is run out of town in disgrace after Humpty involves him in a heist that goes awry. Years later, a mysterious cat burglar named Kitty Softpaws (Hayek) entices Puss to reteam with Humpty for one last score -- to steal three magical beans from Jack and Jill (Billy Bob Thornton and Amy Sedaris). Of course, nothing goes exactly as planned. With his lilting Spanish accent and his obvious love of the character, Banderas makes Puss one irresistible hero, and the movie, like all of the 'Shrek' flicks, has plenty of humor targeted at adults, so parents and kids will get a kick out of the kitty hijinks.

Parent Concerns: A few double-meaning inside jokes that will go over your kids' heads -- like the opening sequence when Puss is escaping from the house of a happy female feline, or when he makes references to the fact that he's known for being a "lover." Kids sensitive to parent-less characters may be saddened that Puss and Humpty are orphans who've lost their parents (although they have a loving adoptive mother). And since this is a swashbuckler, there is some sword and gun violence, a few injuries and one character death, but nothing most first-graders can't handle.

Here are three talking points to extend your moviegoing experience.1. Redemption Song: Many of the characters -- including Puss -- make some morally ambiguous choices in the movie. Although Puss didn't start off an outlaw for committing an actual crime, he goes on to embrace the lifestyle and all that comes with it. But in the end, how do Puss, Kitty and even Humpty redeem themselves? What's the cost of their mistakes?

2. Friends Forever: The filmmakers have included a strong theme about the nature of friendship. A lot of the anger that drives Humpty is his feeling that Puss betrayed their brotherly friendship. But Puss also felt betrayed by Humpty's decision to commit a crime and involve him in it. Did one of them have more reason to be upset than the other? What do they do to reunite as friends? Was Humpty a "rotten egg" after all?

3. Merch Madness: One of the concerns for parents when it comes to spin-offs or sequels is the amount of merchandise tie-ins that already exist for the characters. Since Puss in Boots is already such a popular character, he'll now appear on more clothes, games and even food items than ever –- but is that necessarily a good thing? Parents, if you're wary of commercialism or buying licensed products for your kids, this is a good time to discuss the difference between the movie and all of the consumer products that happen to have the characters' faces attached.

Three to See: More Animal Adventures
'Bambi': Still considered one of Disney's animated masterpieces, this story of the forest's orphaned prince is touching and beautifully drawn.

'Finding Nemo': One of the best father-son films ever. Fabulous undersea animation, memorable characters and a touching story make this an all-time fave.

'Lady and the Tramp': It's the timeless tale of a prim girl falling for a roguish guy, and that classic spaghetti-slurping scene is such a fabulous puppy-love moment.